Three proxy advisors back UWMC's superior bid, yet the Two Harbors board keeps adjourning votes and refusing to negotiate a better deal
UWM Holdings Corporation is making one final push to wrest Two Harbors Investment Corp. away from a rival bidder, and the nation's largest wholesale mortgage lender is not pulling punches.
In an open letter issued June 4, UWM Holdings urged Two Harbors stockholders to vote against the proposed merger with CrossCountry Mortgage, LLC (CCM) at a special meeting scheduled for June 11.
The Pontiac, Michigan-based lender reaffirmed its competing offer of $12.50 per share in cash, or alternatively, 2.3328 shares of UWMC Class A common stock.
The standoff marks the latest chapter in a months-long acquisition battle that has drawn the attention of proxy advisors, institutional investors, and mortgage industry observers alike.
Read more: Two Harbors delays CCM vote again as UWMC battle drags into June
How the bidding war began
The dispute traces back to December 2025, when UWMC and Two Harbors announced a $1.3 billion all-stock merger, a deal that would have nearly doubled UWM's mortgage servicing rights (MSR) portfolio by adding approximately $176 billion in unpaid principal balance through Two Harbors' subsidiary, RoundPoint Mortgage Servicing.
That agreement unraveled in March 2026 after CrossCountry Mortgage, a distributed retail lender headquartered in Cleveland, Ohio, submitted an unsolicited all-cash offer of $10.80 per share. Two Harbors accepted, paying UWMC a $25.4 million termination fee.
What followed was a four-round escalation. CCM's current position, $12.00 per share, all cash, has been declared its "best and final offer."
UWMC has countered at $12.50 per share with no cap or proration on the cash election, backed by a committed $1.3 billion unsecured bridge facility from Mizuho Bank Ltd.
Three major independent proxy advisory firms — ISS, Glass Lewis, and Egan-Jones — have recommended stockholders vote against the CCM transaction, concluding that the Two Harbors board has failed to adequately evaluate the UWMC alternative.
Read more: UWM makes final push to Two Harbors stockholders ahead of crucial vote
What the outcome means for brokers
The deal carries direct implications for the independent mortgage broker channel. As the country's largest wholesale lender, UWM has built its competitive identity around the broker network.
Speaking to Mortgage Professional America at UWM Live in Pontiac earlier this month, UWMC chairman and CEO Mat Ishbia said the servicing acquisition is intended to deepen the company's reinvestment capacity back into that broker ecosystem.
"This transaction is a true win for both stockholders and our mortgage broker partners, which is why it makes so much sense," Ishbia said in December 2025 when the original merger was announced.
The Two Harbors board has countered that UWMC's proposal is "illusory, predatory and unactionable," citing significant execution risk. Its central warning: 25% to 30% of stockholders who miss the cash election deadline could default into UWMC stock.
Based on late-May 2026 closing prices, that stock consideration was worth approximately $7.23 per share, well short of the $12.50 headline figure.
The board continues to back CCM's transaction, which carries no financing contingency and has secured approximately half of its 53 required regulatory approvals ahead of a targeted August 2026 close.
For its part, UWMC has stated it remains willing to modify the terms of its proposal, including adjustments to the default election mechanism for smaller retail stockholders, if the Two Harbors board agrees to open engagement.
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